UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
−Removed: There have been no sales of unregistered securities during the year ended March 31, 2020 and from the period from April 1, 2020 to the filing date of this report, which have not previously been disclosed in our Annual Report on Form 10-K or in a Current Report on Form 8-K, except as set forth below:
−Removed: Since April 1, 2020, and through August 13, 2020, (a) Discover converted 59 shares of Series C Preferred Stock into 1,544,354 shares of common stock, which shares have been fully issued to date, and which conversions of 59 shares of Series C Preferred Stock occurred on August 5, 2020 (30 Series C Preferred Stock shares) and August 12, 2020 (29 Series C Preferred Stock shares), and (b) Discover was issued an additional 4,974,192 shares of common stock in connection with the conversion of shares of Series C Preferred into common stock during the quarter ended June 30, 2020, which shares were previously held in abeyance, subject to Discover’s 9.99% ownership limitation set forth in the designation of the Series C Preferred Stock.
−Removed: The sales and issuances of the securities described above have been determined to be exempt from registration under the Securities Act in reliance on Sections 3(a)(9) and 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and Regulation S promulgated thereunder, as transactions by an issuer not involving a public offering.
−Removed: The preferred stock holder (Discover) has represented that it is an accredited investor, as that term is defined in Regulation D, it is not a U.S.
−Removed: Person, and that it is acquiring the securities for its own account.
−Removed: As of August 10, 2020, the 2,892 outstanding shares of Series C Preferred Stock can convert, pursuant to their terms, into 75,699,471 shares of our common stock, which number includes 177,969 shares of common stock convertible upon conversion of all of the outstanding shares of outstanding Series C Preferred Stock at a conversion price of $162.50 per share (based on the $10,000 face amount of the Series C Preferred Stock) and approximately 75,521,502 shares of common stock for premium shares due thereunder (based on the current dividend rate of 24.95% per annum), and a conversion price of $0.6688 per share (the last conversion price provided in a conversion notice provided by Discover), which may be greater than or less than the conversion price that currently applies to the conversion of the Series C Preferred Stock pursuant to the terms of the Designation, which number of premium shares may increase significantly from time to time as the trading price of our common stock decreases, upon the occurrence of any trigger event under the Designation of the Series C Preferred Stock and upon the occurrence of certain other events, as described in greater detail in the Designation of the Series C Preferred Stock.
−Removed: The lowest possible conversion price of the Series C Preferred Stock is $0.001 per share.
−Removed: If converted in full at the lowest possible conversion price, the Series C Preferred Stock would convert into a maximum of 50,508,957,969 shares of common stock.
−Removed: Use of Proceeds from Sale of Registered Securities
−Removed: Issuer Purchases of Equity Securities
+Added: During the three months ended March 31, 2022, the Company issued unregistered equity securities as described below:
+Added: The Company issued a total of 102,839,084 common shares to preferred stockholders.
+Added: Certain of such shares of common stock were due under one of the stockholder’s prior conversions of Series C Preferred Stock into common stock, and were issued pursuant to the exemptions from registration provided by Section s 3(a)(9), 4(a)(1) and 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 144 promulgated thereunder, as the shares of common stock were issued in exchange for preferred stock of the Company held by the preferred stockholder, there was no additional consideration for the exchanges, there was no remuneration for the solicitation of the exchanges, the exchanged securities had been held by the preferred stockholder for the requisite holding period, the preferred stockholder was not an affiliate of the Company, the Company was not a shell company, there was no general solicitation and the transactions with the shareholders did not involve a public offering.
+Added: The balance of such shares of common stock were issued in connection with the stockholders’ conversions of Series C Preferred Stock into common stock, and issued pursuant to the exemptions from registration provided by Section s 3(a)(9), 4(a)(1) and 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 144 promulgated thereunder, as the shares of common stock were issued in exchange for preferred stock of the Company held by the preferred stockholder, there was no additional consideration for the exchanges, there was no remuneration for the solicitation of the exchanges, the exchanged securities had been held by the preferred stockholder for the requisite holding period, the preferred stockholder was not an affiliate of the Company, the Company was not a shell company, there was no general solicitation and the transactions with the shareholders did not involve a public offering.
+Added: The Company issued 140,000 common shares for services.
+Added: The issuance of the foregoing securities was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the transaction did not involve a public offering.
DEFAULTS UPON SENIOR SECURITIES
MINE SAFETY DISCLOSURES
−Removed: Not Applicable.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.